Nerdy, Inc. (NYSE:NRDY) Q4 2021 Earnings Conference Call February 28, 2022 5:00 PM ET Company Participants Molly Sorg - Head of IR Chuck Cohn - Founder, Chairman and CEO Jason Pello - CFO Conference Call Participants Andrew Boone - JMP Securities Bryan Smilek - JPMorgan Ryan McDonald - Needham Eric Sheridan - Goldman Sachs Maria Ripps - Canaccord Mario Lu - Barclays Aaron Kessler - Raymond James Greg Gibas - Northland Securities Operator Good evening and thank you for attending today's Nerdy Fourth Quarter ...

Learning and Development - The company has accumulated millions of hours of recorded live instruction and over 100 million usable data points to optimize learning on its platform [85]. - The AI-powered matching engine has identified over 800,000 successful Learner-to-Expert matches since 2012, enhancing the learning experience [85]. - The company has built a rich database of learning interactions to create personalized learning pathways, which serve as a competitive advantage [85]. - The company offers unlimited free classes and 52 hours of free tutoring to its employees, promoting their development and engagement [94]. Diversity and Inclusion - Approximately 68% of the company's employees are women, and about 31% are racially and ethnically diverse, reflecting its commitment to diversity and inclusion [95]. Financial Performance - The company has experienced significant net losses since its formation, with net losses of $30.679 million, $24.663 million, and $22.439 million for the years ended December 31, 2021, 2020, and 2019, respectively [127]. - Revenue increased from $90,452 thousand in 2019 to $140,664 thousand in 2021, reflecting a growth rate of approximately 55.5% over two years [171]. - The average revenue per Active Learner in 2021 was $1.1 thousand [138]. - The company anticipates increased competition from both established and emerging companies, which could lead to pricing pressure and reduced revenue [177]. Operational Challenges - The company expects operating expenses to increase significantly in the foreseeable future, which may hinder achieving and maintaining profitability [128]. - The company has a limited operating history, making it difficult to predict future financial and operating results, particularly for newer products and services [124]. - The company may face challenges in integrating new services into its platform and achieving satisfactory financial results from them [125]. - The company faces challenges in managing significant growth due to factors such as personal engagement of learners, potential circumvention of the platform, and timing of school funding cycles [173]. Regulatory and Compliance Risks - The company is subject to various regulatory and administrative investigations, which could impact its financial condition and operations [98]. - The company prioritizes data privacy and security, implementing safeguards to protect personal information and comply with evolving regulations [105]. - The ongoing evolution of privacy and data security laws may require the company to take additional measures to comply and maintain information security [111]. - The company is subject to various privacy and data protection requirements, including the European General Data Protection Regulation and Canada's Personal Information Protection and Electronic Documents Act [111]. Employee and Contractor Management - In 2021, the company had approximately 17 thousand Active Experts with independent contractor agreements [137]. - The company is subject to potential legal proceedings that could classify independent contractors as employees, which may lead to substantial costs and operational impacts [137]. - The company plans to hire a significant number of additional employees and independent contractors to support its growth strategy [171]. Marketing and Consumer Awareness - The company has invested millions of dollars to drive consumer awareness of its online learning solutions, which are still not widely recognized by many potential users [86]. - The company relies heavily on marketing and sales efforts to attract new Learners, which constitutes a substantial portion of its expenses [140]. Cybersecurity and Data Protection - Security breaches could lead to unauthorized disclosure of data, resulting in loss of users and potential costly litigation [191]. - Cybersecurity threats, including malware and hacking, pose risks to the company's operations and could lead to significant reputational damage and financial losses [198]. - The company must navigate complex and inconsistent privacy regulations across jurisdictions, which may require costly adaptations to its platform [210]. Internal Controls and Governance - The company did not maintain effective controls over its accounting and reporting requirements, leading to material weaknesses [144]. - Management developed a comprehensive remediation plan to address material weaknesses, including expanding finance and IT teams [146]. - The company is investing in enhancing internal controls over financial reporting, including risk assessments and compliance monitoring [23]. Tax and Financial Obligations - The Tax Receivable Agreement (TRA) requires the company to pay 85% of net cash savings from tax benefits realized post-Reverse Recapitalization [279]. - The company expects substantial payment obligations under the TRA, which are dependent on various future events [281]. - Payments under the TRA may be accelerated and could significantly exceed actual tax benefits realized [282]. Market and Economic Conditions - Changes in consumer spending levels and economic conditions, including the impact of the COVID-19 pandemic, may affect demand for the company's offerings [146]. - The company has observed a drop in college and graduate school attendance due to the COVID-19 pandemic, affecting demand for academic support [181]. - Seasonal trends in education, particularly during late summer and fall, significantly impact traffic and demand for the company's offerings [180].

Nerdy, Inc. (NYSE:NRDY) Q3 2021 Earnings Conference Call November 15, 2021 5:00 PM ET Company Participants Marta Nichols - Investor Relations Chuck Cohn - Founder, Chairman and Chief Executive Officer Jason Pello - Chief Financial Officer Conference Call Participants Doug Anmuth - JPMorgan Mario Lu - Barclays Maria Ripps - Canaccord Andrew Boone - JMP Securities Aaron Kessler - Raymond James Greg Gibas - Northland Securities Ryan MacDonald - Needham & Company Operator Hello, all and welcome to the Nerdy Thi ...

(Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________ FORM 10-Q _________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number 1-39595 _________________________________________ NERDY INC. ...

For the transition period from ___________ to ___________ FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR WASHINGTON, DC 20549 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Commission File Number: 001-39595 TPG PACE TECH OPPORTUNITIES CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Isla ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 001-39595 TPG PACE TECH OPPORTUNITIES CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Isl ...

TPG Pace Tech Opportunities Corp. (PACE) Q1 2021 Earnings Conference Call May 5, 2021 5:00 PM ET Company Participants Chuck Cohn - Founder, Chairman, and Chief Executive Officer, Nerdy Jason Pelo - Chief Financial Officer. Conference Call Participants Operator Good afternoon. And thank you for joining us for [pd] Nerdy First quarter 2021 Earnings Call. With me are Chuck Cohn, Founder, Chairman, and Chief Executive Officer of Nerdy and Jason Pelo, Chief Financial Officer. Before I turn the presentation over ...

Financial Proceeds and Business Combination - The company completed an initial public offering of 45,000,000 units at a price of $10.00 per unit, generating gross proceeds of $450,000,000 before underwriting discounts and expenses [20]. - The total gross proceeds from the public offering and the sale of private placement warrants amounted to $461,000,000, with $450,000,000 deposited in a trust account [21]. - The company has available funds for a business combination amounting to $484.25 million, assuming no redemptions and after payment of $15.75 million in deferred underwriting fees [66]. - The company intends to complete its business combination using cash from the public offering, private placement warrants, and forward purchase securities, with flexibility in using cash, debt, or equity [67]. - The anticipated cash consideration for the business combination may require cash to be paid to the target or its owners, which could exceed the available cash, potentially preventing the completion of the business combination [96]. - The amount in the Trust Account is initially expected to be approximately $10.00 per public share, with redemption rights allowing shareholders to redeem their shares at this price [95]. - If the Business Combination is not completed, the redemption amount per share is expected to be approximately $10.00, but may be less due to creditor claims [117]. - The company will redeem Public Shares at a per-share price equal to the aggregate amount in the Trust Account, minus up to $100,000 for dissolution expenses [112]. - The company expects to fund dissolution costs from the $1,100,000 proceeds held outside the Trust Account, plus up to $100,000 from the Trust Account [116]. - The company has access to up to $1,100,000 from the Public Offering proceeds to cover potential claims, with estimated liquidation costs around $100,000 [122]. Business Combination Strategy and Management - The proposed business combination is based on an enterprise value of $1,250,000,000, subject to certain debt-related adjustments [27]. - The company is expected to contribute approximately $265 million in cash to Nerdy at the closing of the proposed business combination [28]. - Following the closing, the company is anticipated to own approximately 60% of the OpCo Units and 90% of the OpCo Warrants [28]. - The company intends to seek a business combination in the technology industry that complements its management team's expertise and experience [32]. - The management team will leverage its extensive network of industry contacts to identify acquisition opportunities [33]. - The acquisition strategy focuses on technology, media, and business services sectors, targeting companies that can leverage technology for operational improvements [40]. - The company intends to acquire businesses that are at an inflection point, requiring management expertise and innovation to drive financial performance [40]. - The management team has developed a broad network of contacts that will provide substantial acquisition opportunities [54]. - The company will evaluate potential targets based on their ability to generate attractive returns and sustainable competitive advantages [44]. - The management team will seek to identify and unlock value in target companies through operational improvements and strategic initiatives [44]. Due Diligence and Approval Process - The acquisition process will involve thorough due diligence, including meetings with management, document reviews, and financial assessments [42]. - The business combination agreement is subject to various closing conditions, including shareholder approvals, which are expected to be sought in the second quarter of 2021 [30]. - Shareholder approval will be sought if required by law or stock exchange rules, and the decision to seek approval will be based on various business and legal factors [86]. - The company may conduct redemptions either through a general meeting or a tender offer, depending on the circumstances surrounding the business combination [97]. - To approve the business combination, approximately 37.5% of the 45,000,000 public shares, or 16,875,001 shares, must be voted in favor [99]. Regulatory and Compliance Considerations - The company is required to file periodic reports with the SEC, ensuring transparency and compliance with reporting obligations [136]. - The company has no current intention to suspend its reporting obligations under the Exchange Act prior to or after the Business Combination [137]. - The company’s Sponsor may not have sufficient assets to satisfy indemnity obligations related to claims against the Trust Account [134]. - The company will file audited financial statements as part of the proxy statement/prospectus for shareholders regarding the Proposed Business Combination [138]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including auditor attestation requirements [141]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.07 billion or issues more than $1.0 billion in non-convertible debt securities within a three-year period [144]. Risks and Challenges - The company may face risks associated with pursuing a business combination with financially unstable or early-stage companies [78]. - The company may face intense competition from other entities, including private equity groups and other blank check companies, which may limit acquisition opportunities [128]. - TPG, the sponsor, may have conflicts of interest as it manages multiple investment vehicles that could compete for similar acquisition targets [129]. - The company may pursue acquisitions that do not meet all established criteria if deemed beneficial, with disclosures made to shareholders [41]. - The company has not engaged in any operations or generated any revenues as of December 31, 2020 [348]. - The company does not expect to have material exposure to interest rate risk due to the short-term nature of its investments in money market funds [348]. - The company has not engaged in any hedging activities since its inception and does not expect to do so in the future [350]. Redemption and Shareholder Rights - The company will not redeem public shares in an amount that would cause net tangible assets to fall below $5,000,001, to avoid being subject to the SEC's "penny stock" rules [96]. - The company’s initial shareholders have agreed to waive their redemption rights concerning their Founder Shares and any Public Shares in connection with the business combination [95]. - Public shareholders are restricted from seeking redemption rights for Excess Shares if they hold more than 15% of shares sold in the Public Offering [103]. - The company has 24 months from the Close Date to complete its Business Combination, or it will cease operations and redeem Public Shares [112]. - The company may require public shareholders to tender their certificates to exercise redemption rights [105]. - The redemption process includes a nominal cost of approximately $80.00 for tendering shares, which may be passed on to redeeming holders [107]. - Initial Shareholders have waived their rights to liquidating distributions from the Trust Account for Founder Shares if the Business Combination is not completed within 24 months [114].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 001-39595 TPG PACE TECH OPPORTUNITIES CORP. (Exact Name of Registrant as Specified in its Charter) Cayman ...